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Swarna Securities Ltd. (SWARNASECUR) - Director Report

Company director report

Your Directors take pleasure in presenting their 28th Annual Report and the AuditedFinancial Statements of the Company for the year ending 31st March 2018.

(Rupees in Lakhs)

FINANCIAL RESULTS:

Current Year

Previous Year

Total Income

20.61

07.54

Less: Expenditure

05.27

03.99

Profit before depreciation

15.34

03.55

Less: Depreciation

00.09

00.14

Profit before tax

15.25

03.41

Less/Add: Provision for Taxation

56.25

00.30

Profit after tax

-41.00

03.11

Add: Surplus carried forward

-77.40

-80.51

Balance Carried to Balance Sheet

-118.40

-77.40

DIVIDEND:

Due to constraints of profit the Board do not recommend any dividend for the year2017-18.

REVIEW OF OPERATIONS:

With the surrender of the certificate of registration to the Reserve Bank of India theCompany has stopped the business of non-banking finance company. There has been no freshissue of any loans during the year. The Company has only been collecting the outstandingdues from its borrowers.

PUBLIC DEPOSITS:

The Company had neither accepted nor held any public deposits during the year underreview. In pursuance to Clause 5 (Part III) of the Non-Banking Finance Companies (ReserveBank) Directions 1998 your Directors wish to state that as on 31st March2018 there are no depositors who have not claimed or to whom the amount was not paid bythe Company after the date on which the deposits became due for repayment and as on datethere are no deposits that are matured and remained unclaimed or deposits that are claimedand remained unpaid.

FUTURE PROSPECTS:

After coming out of the non-banking finance business as mentioned hereinabove theCompany is intending to venture in to real estate and development sector. Plans are afootto diversify the activities of the company in to other business sectors.

DIRECTORS:

To appoint a Director in place of Sri K. Sridhar (DIN: 01890628) who retires byrotation and being eligible offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors wish to confirm that:

(i) in the preparation of annual accounts for the year ended 31st March2018 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected and applied consistently and judgmentsand estimates are made that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at 31st March 2018 and of the profit ofthe company for the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) accounts for the financial year ended on 31st March 2018 are preparedon a going-concern basis.

(v) internal financial controls to be followed by the Company has been laid down andsuch internal financial controls are adequate and are operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportablematerial weakness in design or operation were observed.

CONSERVATION OF ENERGY:

Your Company not being a manufacturing company there are no particulars to be given inrespect of Conservation of Energy and Technology Absorption as required under rule 8(3) ofthe Companies (Accounts) Rules 2014.

STATUTORY AUDITORS:

Ms. V. Shilpa Chartered Accountant the Auditor of the Company was appointed as suchduring the 27th Annual General Meeting of the Company to hold office till the conclusionof the 32nd Annual General Meeting subject to the ratification of the appointment atevery annual general meeting. She has confirmed her eligibility to the effect that theappointment would be within the limit prescribed under the Act and that she is notdisqualified.

OBSERVATIONS OF AUDITORS:

The observations made in the audit report are self-explanatory as given in the notes ofaccounts attached thereto and do not call for any further comments. The Auditor's Reportdoes not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR:

The Board has appointed Sri K. Hemachand Practising Company Secretary to conduct theSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended 31st March 2018 is annexed herewith as "Annexure -I".

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure - II".

MEETINGS:

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year Seven Board Meetings and four Audit Committee Meetings were convened and held;the details of which are given in the Corporate

Governance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

LISTING:

The shares of the Company were listed in BSE Ltd. Mumbai and the listing fee has beenpaid upto financial year 2017-18.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with the certificate from the Auditorsof the Company regarding compliance of Corporate Governance as stipulated under clause 49of the listing agreement is attached to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiaries.

HUMAN RESOURCES:

There are no employees covered in terms of the provisions of section 197(12) of the Actread with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 to furnish the particulars mentioned in Rule 5(1) thereof.

FOREIGN EXCHANGE INFLOW & OUTGO:

There has been no foreign exchange inflow or outgo in the current year.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the Company'scustomers Bankers Financial Institutions and share holders for their continued supportand faith in the Company. A word of appreciation is also due to the employees of theCompany for their hard work and commitment.